EXHIBIT 8.1


                          STROOCK & STROOCK & LAVAN LLP
                                 180 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                               PHONE 212-806-5400
                                FAX 212-806-6006


September 21, 2001

Aames Capital Corporation
Aames Capital Acceptance Corp.
350 South Grand Avenue
Los Angeles, California 90071

         Re:  Aames Capital Corporation and Aames Capital Acceptance Corp.
              Registration Statement on Form S-3 (File No. 333-54184)
              ------------------------------------------------------------


Ladies and Gentleman:

         We have acted as counsel to Aames Capital Corporation, a California
corporation ("ACC"), and Aames Capital Acceptance Corp., a Delaware corporation
("ACAC"), and together with ACC, the "Transferors"), in connection with the
authorization and proposed issuance from time to time after the date hereof in
one or more series (each, a "Series") of up to $2,003,994,800 aggregate
principal amount of asset-backed certificates (the "Certificates") and
asset-backed bonds (the "Bonds" and, together with the Certificates, the
"Securities"), of which, $1,703,994,800 remains available as of the date hereof,
to be offered pursuant to a registration statement on Form S-3 (File No.
333-54184) (such registration statement, the "Registration Statement") relating
to the Securities. The Registration Statement has been filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act"), and the rules and regulations promulgated thereunder.
As set forth in the Registration Statement, each Series of Certificates will be
issued under and pursuant to the conditions of a separate pooling and servicing
agreement (each, a "Pooling and Servicing Agreement") among one of the
Transferors, as transferor, Aames Capital Corporation, as servicer (in such
capacity, the "Servicer"), and a trustee to be identified in the prospectus
supplement for such Series of Certificates (the "Trustee" for such Series of
Certificates); each Series of Bonds will be issued under and pursuant to the
conditions of an indenture (each, an "Indenture") between ACAC or a trust,
partnership, limited liability company or corporation formed by ACAC solely for
the purpose of issuing the related Series of Bonds (ACAC or any such entity, as
applicable, the "Bond Issuer") and a trustee to be identified in the prospectus
supplement for such Series of Bonds (the "Trustee" for such Series of Bonds).

         We have examined the prospectus contained in the Registration Statement
(the "Prospectus") and such other documents, records and instruments we have
deemed necessary for the purpose of rendering this opinion.






         In arriving at the opinion expressed below, we have assumed that each
Pooling and Servicing Agreement and each Indenture will be duly authorized by
all necessary corporate action on the part of the related transferor or Bond
Issuer, as applicable, the related Trustee, the Servicer, as applicable, and any
other party thereto for the related Series of Certificates or Bonds and will be
duly executed and delivered by the related Transferor or Bond Issuer, as
applicable, the related Trustee, the Servicer, as applicable, and any other
party thereto substantially in the form filed as an exhibit to the Registration
Statement, that the Certificates or the Bonds of each Series will be duly
executed and delivered substantially in the forms contemplated by the Pooling
and Servicing Agreement or the Indenture, as applicable, and that the
Certificates or the Bonds will be sold in the manner described in the
Registration Statement.

         Based upon such examination and the qualifications set forth herein and
in reliance thereon, we are of the opinion that the description of federal
income tax consequences appearing under the captions "Certain Federal Income Tax
Consequences" in the Prospectus accurately describes the material federal income
tax consequences to holders of the Securities.

         The opinion herein is based upon our interpretations of current law,
including court authority and existing final and temporary treasury regulations,
which are subject to change both prospectively and retroactively, and upon the
facts and assumptions discussed herein. This opinion letter is limited to the
matters set forth herein, and no opinions are intended to be implied or may be
inferred beyond those expressly stated herein. Our opinion is rendered as of the
date hereof and we assume no obligation to update or supplement this opinion or
any matter related to this opinion to reflect any change of fact, circumstances
or law after the date hereof. In addition, our opinion is based on the
assumption that the matter, if litigated, will be properly presented to the
applicable court. Furthermore, our opinion is not binding on the Internal
Revenue Service or a court. Our opinion represents merely our best legal
judgment on the matters presented; others may disagree with our conclusion.
There can be no assurance that the Internal Revenue Service will not take a
contrary position or that a court would agree with our opinion if litigated. In
the event any one of the statements, representations or assumptions we have
relied upon to issue this opinion is incorrect, our opinion might be adversely
affected and may not be relied upon.






         We hereby consent to the filing of this letter as Exhibit 8.1 to the
Registration Statement and to the reference to this firm under the captions
"Certain Federal Income Tax Consequences" in the Prospectus, without implying or
admitting that we are "experts" within the meaning of the 1933 Act or the rules
and regulations of the Commission issued thereunder, with respect to any part of
the Registration Statement, including this Exhibit 8.1.

Sincerely,


STROOCK & STROOCK & LAVAN LLP

/s/ STROOCK & STROOCK & LAVAN LLP